SEC Form 4 · accession 0001144204-18-030355
CISION LTD. · CISN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L. Dyson Dryden
Director
Period of report
May 18, 2018
Accepted (ET)
May 22, 2018 · 6:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001701040
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | May 18, 2018 | A | 374,773 | — | A | 1,751,474 | I | Capitol Acquisition Founder 3 LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F3 | $11.50 | May 18, 2018 | D | 1,441,436 | D | Jul 29, 2017 | Jun 29, 2022 | Ordinary Shares | 1,441,436 | 0 | I |
Explanation of responses
- F1On April 17, 2018, Cision Ltd. (the "Issuer") commenced an offer to each holder of its public and private warrants to purchase one ordinary share, par value of $0.0001 per share ("Ordinary Share"), of the Issuer for a purchase price of $11.50 (the "Warrants") to receive 0.26 Ordinary Shares in exchange for each Warrant tendered by the holder and exchanged pursuant to the offer (the "Exchange Offer"). On May 18, 2018, the Issuer accepted all Warrants validly tendered in the Exchange Offer and issued Ordinary Shares in exchange.
- F2Mr. Dryden is the managing member of Capitol Acquisition Founder 3 LLC.
- F3Prior to the completion of the Exchange Offer, each Warrant entitled the holder to purchase one Ordinary Share for a purchase price of $11.50, subject to certain adjustments. Pursuant to the terms of the Exchange Offer, each participating holder became entitled to receive 0.26 Ordinary Shares for each Warrant tendered and exchanged.